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Securities Law Techniques

Contributions from over 50 leading practitioners in the field. The experts ...
Publisher: Matthew Bender
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ISBN: 9781579118105
Publisher: Matthew Bender
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Book Edition: 92

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Contributions from over 50 leading practitioners in the field. The experts provide thorough treatment of securities registration and requirements exemptions therefrom, public reporting and recordkeeping requirements, common transactions (including the specific tasks of counsel, underwriters, accountants and company officers and directors), corporate charges and business combinations, as well as complete guidance for representing a client in securities litigation.

Topics covered include:

•   Exempt transactions
•   The registered first offering and subsequent offerings
•   Being public
•   Corporate changes
•   Insider trading
•   Investment companies and advisers
•   SEC and self-regulatory organization proceedings
•   Private litigation
•   Internal investigations
•   Arbitration

Appendices feature checklists, sample forms, and timetables.

First published in 1985.

7 Volumes.

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Table of Contents

VOLUME 1
PART I EXEMPT SECURITIES AND TRANSACTIONS
Chapter 1 Overview of Federal Private Placement Exemptions
Chapter 2 The Regulation D Exemption
Chapter 3 Offerings of Securities Pursuant to Regulation A
Chapter 4 Securities Regulation of Sales of Oil and Gas Interests
Chapter 5 Section 3(a)(9): Recapitalizations
Chapter 6 Section 3(a)(10): Officially Sanctioned Exchanges
Chapters 7-12 [Reserved]
PART II THE REGISTERED FIRST OFFERING
Chapter 13 The Registered First Offering
Chapter 14 Registration Process in a Nutshell
Chapter 15 The Initial Underwritten Public Offering

VOLUME 2
Chapters 16-18 [Reserved]
Chapter 19 Preparing the Registration Statement
Chapter 20 SEC Regulation of Financial Reporting in the Integrated Disclosure System
Chapter 21 [Reserved]
Chapter 22 The Process of Becoming “Effective”
Chapter 23 Shelf Registration and Related Due Diligence Challenges
Chapter 24 Blue Sky Registration
Chapter 25 NASD Rules for Public Offerings

VOLUME 3
Chapter 26 Regulation M
Chapter 27 Problems of Debt Offerings
Chapter 28 Post-Effective Matters
Chapter 29 Using Forms SB-1 and SB-2
Chapter 30 Responsibilities for Registered Offerings
Chapters 31-35 [Reserved]
PART III SUBSEQUENT OFFERINGS
Chapter 36 Additional Public Offerings: Uses of Various Forms
Chapter 37 Secondary Offerings
Chapter 38 Rule 144
Chapter 39 Rule 144A

VOLUME 4
PART IV BEING PUBLIC
Chapters 40-46 [Reserved]
Chapter 47 The Nasdaq Stock MarketSM
Chapter 48 Problems in Trading
Chapter 49 Registration Under the Exchange Act
Chapter 50 Annual Report to the Commission—Form 10-K
Chapter 51 Preparation of Proxy Statements and Annual Reports to Shareholders
Chapter 52 [Reserved]
Chapter 53 Shareholder Initiatives
Chapter 54 Conducting the Annual Meeting
Chapter 55 Quarterly Reports on Form 10-Q or 10-QSB
Chapter 56 Current Reports on Form 8-K
Chapters 57-59 [Reserved]
Chapter 60 Admission of Securities to Official Listing on Stock Exchanges Within the European Union and the Subsequent Disclosure Obligations
Chapters 61-63 [Reserved]

VOLUME 5
PART V CORPORATE CHANGES
Chapter 64 Public Limited Partnerships
Chapter 65 Preparing the Business Combination Registration Statement
Chapter 66 Why, When and How To Conduct a Proxy Contest For Corporate Control
Chapter 67 Going Private — Rule 13e-3
Chapter 68 State Law on Going Private: Developments in Delaware Law
Chapter 69 Repurchases of Shares—State of State Law
Chapter 70 Williams Act—An Overview
Chapter 71 Williams Act — Beneficial Ownership Disclosure
Chapter 72 Williams Act—Tender Offer Regulation

VOLUME 6
Chapter 73 Leveraged Buyouts
Chapters 74-79 [Reserved]
PART VI INSIDER TRADING
Chapter 80 Insider Trading UnderSection 10(b) of the SecuritiesExchange Act
Chapter 81 Insider Trading Under Section 16 of the Securities Exchange Act
Chapter 82 Complying With the Foreign Corrupt Practices Act
PART VII INVESTMENT COMPANIES AND INVESTMENT ADVISORS
Chapter 83 Investment Company Act Of 1940
Chapter 84 The Investment Advisers Act of 1940
Chapter 84A Federal Regulation of Hedge Funds
TITLE II: LITIGATION
PART I SRO AND SEC PROCEEDINGS
Chapter 85 Self-Regulatory Organization Proceedings
Chapter 86 Arbitration
Chapter 87 SEC Proceedings — An Overview
Chapter 88 Securities Enforcement Investigations
Chapter 88A The SEC Standards of Professional Conduct For Attorneys
Chapter 89 The SEC Administrative Hearing
Chapter 90 SEC Injunctive Proceedings

VOLUME 7
PART II PRIVATE LITIGATION
Chapter 91 Litigation—An Overview
Chapter 92 Class Actions
Chapter 93 Blue Sky Litigation
Chapters 94-106 [Reserved]
PART III COMMON ISSUES IN PRIVATE LITIGATION
Chapter 107 The Uses and Functions of Experts in Securities Litigation
Chapter 108 Practice Before the Judicial Panel on Multidistrict Litigation
Chapter 109 The Attorney-Client Privilege and the Work-Product Doctrine
Chapter 110 Collateral Estoppel
Chapters 111-118 [Reserved]
PART IV INVESTIGATIONS
Chapter 119 Internal Corporate Investigations
Chapter 120 Bankruptcy Trustee and Examiner Investigations
PART V INDEMNIFICATION AND INSURANCE
Chapter 121 Indemnification and Securities Litigation
Chapter 122 Directors’ and Officers’ and Related Forms of Liability Insurance